Slaughter and May is advising China International Capital Corporation Hong Kong Securities Limited (CICC) as financial adviser to Silver Pegasus Investment Limited, an investment holding company ultimately controlled by GL Capital Group (GL Capital) in relation to the proposed privatisation of SciClone Pharmaceuticals (Holdings) Limited (SciClone Pharmaceuticals).
The proposal will be implemented by way of a scheme of arrangement pursuant to the Companies Act of the Cayman Islands (the Scheme), involving a rollover arrangement and an offer for the cancellation of all outstanding share options (the Option Offer). The proposal was announced on 28 March 2024.
The consideration for the Scheme (for approximately 66.69% of the shares of SciClone Pharmaceuticals) and the Option Offer will be paid in cash. The shareholders will receive a cancellation price of HK$18.80 per share. The maximum amount of cash consideration payable under the proposal is approximately HK$8.79 billion (equivalent to approximately US$1.13 billion). The Offeror intends to finance the cash requirement through a binding equity commitment letter from two private equity funds managed by GL Capital and external debt financing.
Conditions of the proposal include (among other things) shareholders’ approval of the Scheme and the special deal relating to the rollover arrangements.
Founded in 2010, GL Capital is an investment firm that focuses on buyout and growth opportunities in China’s healthcare industry. As of 31 December 2023, GL Capital had over US$3.4 billion assets under management in aggregate across both public and private equity, through USD and RMB-denominated funds.
SciClone Pharmaceuticals is an exempted company incorporated in the Cayman Islands with limited liability, whose shares have been listed on the Main Board of the Hong Kong Stock Exchange since 3 March 2021. SciClone Pharmaceuticals is principally engaged in developing and commercialising a portfolio of marketed products as well as pipeline with potential in its focused therapeutic areas including oncology and severe infection.
Lead partner Benita Yu comments: “We are delighted to be working with CICC and GL Capital on this landmark transaction in the pharmaceutical sector. This transaction adds to our Firm’s substantial experience in takeovers by PE funds of HK listed companies, including Asia Satellite (by Carlyle), I.T (by CVC Capital Partners), Clear Media (by a consortium including CWG Fund), Yingde Gases (by PAG) and Jinke Smart Services (by Boyu Capital), including funding such takeovers through the equity commitment letter signed by the PE fund with the offeror vehicle.”